exv10w20






Exhibit
10.20






ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Seventy Five
Thousand (175,000) shares of Stock at an Option Price per share equal to $.39 which grant shall be
subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.
This grant has been made as of October 12, 2006, which shall be referred to as the “Grant Date”.
This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/17/2006
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin
with a capital letter are either defined in this Option Certificate or in the Plan. If a
determination is made that any term or condition set forth in this Option Certificate is
inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to
Employee upon written request to the Chief Financial Officer of Alimera.




 









 








     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on 11/22/2007,
the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal
increments quarterly over three years beginning on the date three (3)
months from the initial vesting date provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates
for any reason whatsoever, including death, disability (as determined by
the committee) or retirement, while thee are any non-vested shares of
Stock subject to this Option under 

§ 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no
further force or effect and be null and void with respect to such non-vested
shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this
Option
which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested
under § 2(a) shall expire and shall have no further force or effect and shall
be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option shall be subject to the provisions of § 14 of the Plan with respect to such
Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to
Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a transfer
of employment between Alimera and any Affiliate, Parent or Subsidiary of Alimera or
between any Affiliate, Parent or Subsidiary of Alimera shall not be treated as a
termination of employment under the Plan or this Option Certificate.




 









 






	 	 	 	include a right to exercise this Option to purchase a fractional share of
Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares
of Stock) only in accordance with the rules and procedures established from time to time by
Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash,
by check acceptable to Alimera or through any cashless exercise/resale procedure which is
implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which
is acceptable to the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule
or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any
related material shall give Employee the right to continue in employment by Alimera or shall
adversely affect the right of Alimera to terminate Employee’s employment with our without cause
(as determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be to
sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 








ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Thousand
Five Hundred Seventy Nine (157,579) shares of Stock at an Option Price per share equal to $.71
which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of March 20, 2008 which shall be referred
to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code
and thus is intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ [ILLEGIBLE]
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	4/1/2008
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.




 









 








     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on March
20
2009,
the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal
increments quarterly over three years beginning on the date three (3)
months from the initial vesting date provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates
for any reason whatsoever, including death, disability (as determined by
the committee) or retirement, while thee are any non-vested shares of
Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no
further force or effect and be null and void with respect to such non-vested
shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this
Option
which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested
under § 2(a) shall expire and shall have no further force or effect and shall
be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option
shall be subject to the provisions of § 14 of the Plan with
respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference
to
Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a
transfer of employment between Alimera and any Affiliate, Parent or
Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the
Plan or this Option Certificate.




 









 






	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option
shall not include a right to exercise this Option to purchase a fractional
share of Stock. If Employee exercises this Option on any date when this
Option includes a fractional share of Stock, his or her exercise right shall
be rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule
or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     §11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth
who shall be referred to as “Employee”, to purchase from Alimera One Hundred Twelve Thousand Five
Hundred and Eighteen (112,518) shares of Stock at an Option Price per share equal to $.41 which
grant shall be subject to all of the terms and conditions set forth in this Option Certificate and
in the Plan. This grant has been made as of December 13, 2007 which shall be referred to as the
“Grant Date”. This Option is intended to satisfy the requirements of § 422 of the Code and thus is
intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/18/08
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin
with a capital letter are either defined in this Option Certificate or in the Plan. If a
determination is made that any term or condition set forth in this Option Certificate is
inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to
Employee upon written request to the Chief Financial Officer of Alimera.




 









 








     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on December 13,
2008, the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3/4  of the shares of Stock which are subject to this Option in
equal
increments quarterly over three years beginning on the date three (3)
months from the initial vesting date provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates
for any reason whatsoever, including death, disability (as determined by
the committee) or retirement, while thee are any non-vested shares of
Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no
further force or effect and be null and void with respect to such
non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this
Option
which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested
under § 2(a) shall expire and shall have no further force or effect and shall
be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option
shall be subject to the provisions of § 14 of the Plan with
respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference
to
Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a
transfer of employment between Alimera and any Affiliate, Parent or
Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the
Plan or this Option Certificate.




 









 






	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option
shall not include a right to exercise this Option to purchase a fractional
share of Stock, If Employee exercises this Option on any date when this
Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the
fractional share shall be carried forward until that fractional share
together with any other fractional shares can be combined to equal a whole
share of Stock or this Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares
of Stock) only in accordance with the rules and procedures established from time to time by
Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash,
by check acceptable to Alimera or through any cashless exercise/resale procedure which is
implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which
is acceptable to the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as
practicable after such exercise to the extent such delivery is then permissible under applicable
law or rule or regulation, and such delivery discharge Alimera of all of its duties and
responsibilities with respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any
related material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing; Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee”, to purchase from Alimera 328,675 (Three Hundred Twenty
Eight Thousand Six Hundred Seventy Five) shares of Stock at an Option
Price per share equal to $.39
which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of January 1, 2006, which shall be
referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of
the Code and thus is intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	1/27/2006
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin
with a capital letter are either defined in this Option Certificate or in the Plan. If a
determination is made that any term or condition set forth in this Option Certificate is
inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to
Employee upon written request to the Chief Financial Officer of Alimera.



 









 





     §2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on
10/31/2006,
the Initial Vesting Date, provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in equal
increments quarterly over three years beginning on the date three (3)
months from the initial vesting date provided he or she remains
continuously employed by Alimera through the last day of each quarterly
period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates
for any reason whatsoever, including death, disability (as determined by
the committee) or retirement, while thee are any non-vested shares of
Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no
further force or effect and be null and void with respect to such
non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this
Option
which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested
under § 2(a) shall expire and shall have no further force or effect and shall
be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to
Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a
transfer of employment between Alimera and any Affiliate, Parent or
Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the
Plan or this Option Certificate.





 









 





	 	 	 	include a right to exercise this Option to purchase a fractional share of
Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     §
3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares
of Stock) only in accordance with the rules and procedures established from time to time by
Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash,
by check acceptable to Alimera or through any cashless exercise/resale procedure which is
implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which
is acceptable to the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible
under applicable law or rule
or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the State of
Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and
their respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 





STANDARD ISO GRANT — 4 YEAR VESTING




ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard S.
Eiswirth, Jr., who shall be referred to as “Employee”, to purchase from Alimera 46,325 (Forty-Six
Thousand Three Hundred and Twenty-Five) shares of Stock at an Option Price per share equal to $.60
which grant shall be subject to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made as of October 31, 2005, which shall be
referred to as the “Grant Date”. This Option is intended to satisfy the requirements of § 422 of
the Code and thus is intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard S.
Eiswirth, Jr.
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	10/31/2005
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan
and this Option Certificate, and all the terms in this Option certificate which begin with a
capital letter are either defined in this Option Certificate or in the Plan. If a determination is
made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.




 









 








     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under this Option
Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on the first
anniversary of the Grant Date, provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and
	 
	 	(2)	 	1/12 of the shares of Stock which remain subject to this Option, and which
do not vet on the first anniversary of the Grant Date, on the last day of
each calendar quarter in the twelve calendar quarter period which starts on
or after the first anniversary of the Grant Date, provided he or she remains
continuously employed by Alimera through the last day of such calendar
quarter.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with Alimera terminates
for any reason whatsoever, including death, disability (as determined by
the committee) or retirement, while thee are any non-vested shares of
Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no
further force or effect and be null and void with respect to such
non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any part of this Option
which has vested under § 2(a) shall expire no later than the tenth
anniversary of the Grant Date. However, if Employee’s employment with
Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested
under § 2(a) shall expire and shall have no further force or effect and shall
be null and void at the end of the ninety (90) day period which starts on
the date his or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of Alimera, this
Option
shall be subject to the provisions of § 14 of the Plan with
respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate, any reference to
Alimera shall include any Affiliate, Parent or Subsidiary or Alimera, and a
transfer of employment between Alimera and any Affiliate, Parent or
Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the
Plan or this Option Certificate.





 









 





	 	(3)	 	Fractional Shares. Employee’s right to exercise this Option
shall not include a right to exercise this Option to purchase a fractional
share of Stock. If Employee exercises this Option on any date when this
Option includes a fractional share of Stock, his or her exercise right shall
be rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares
of Stock) only in accordance with the rules and procedures established from time to time by
Alimera for the exercise of an Option. The Option Price shall be paid at exercise either in cash,
by check acceptable to Alimera or through any cashless exercise/resale procedure which is
implemented by a broker unrelated to Alimera through a sale of Stock in the open market and which
is acceptable to the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule
or regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted
under this Option shall be transferable by Employee other than by will or by the laws of descent
and distribution, and the rights granted under this Option shall be exercisable during Employee’s
lifetime only by Employee. The person or persons, if any, to whom this Option is transferred by
will or by the laws of descent and distribution shall be treated after Employee’s death the same
as Employee under this Option Certificate.



     §
6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     §
7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     §
10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.




 












 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Sixty-Two Thousand Five Hundred
(62,500) shares of Stock at an Option Price per share equal to $1.14 which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This
grant has been made as of June 25, 2008 which shall be referred to as the “Grant Date”. This
Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be an
ISO as that term is defined in the Plan.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 /s/ Dan Myers
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Acknowledged:	 	 	 	EMPLOYEE:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Richard Eiswirth, Jr.
	 	 	 	 	 
	 	 	 	 	[Signature]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Date:	7/22/2008
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1.     Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 





     § 2.     Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s
right under this Option Certificate to exercise this Option shall vest with
respect to 62,500 of the shares of Stock which are subject to this Option in
equal increments quarterly beginning on March 25, 2010 through June 25, 2012
provided he or she remains continuously employed by Alimera through the last
day of each quarterly period.






	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while thee are any
non-vested shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under §
2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of Stock. If Employee exercises this Option on any date when
this Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the fractional
share shall be carried forward until that fractional share together with any
other fractional shares can be combined to equal a whole share of Stock or this
Option expires.




2









 











     § 3.     Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4.     Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5.     Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6.     No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7.     Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8.     Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9.     Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10.     Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11.     References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.




3











 





ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




NON-INCENTIVE STOCK OPTION


OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Thirty-Seven Thousand Five Hundred
(37,500) shares of Stock at an Option Price per share equal to $1.14, which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This
grant has been made as of June 25, 2008 which shall be referred to as the “Grant Date.” This
Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO
as that term is defined in the Plan.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 /s/ Dan Myers
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Acknowledged:

EMPLOYEE:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Richard Eiswirth, Jr.
	 	 	 	 	 
	 	 	 	 	[Signature]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Date:	7/22/2008
	 

	 	 	 	 	 	 







TERMS AND CONDITIONS




     § 1     Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 





     § 2     Vesting and Option Expiration.




	 	(a)	 	Subject to § 2(b) and § 2(c), Employee’s right under this
Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	25,000 of the shares of Stock which are subject
to this Option on June 25, 2009, the Initial Vesting Date, provided
Employee remains continuously employed by Alimera through the Initial
Vesting Date; and
	 
	 	(2)	 	12,500 of the shares of Stock which are subject
to this Option in equal increments quarterly beginning on September 25,
2009 through December 25, 2009 provided he or she remains continuously
employed by Alimera through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules. Employee’s right to exercise
all or any part of this Option shall expire no later than the seventh
anniversary of the Grant Date.
	 
	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of Alimera, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any reference to Alimera shall include any
Affiliate, Parent or Subsidiary of Alimera.
	 
	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.





     § 3     Method of Exercise of Option. Employee may exercise this Option in whole or in
part only in accordance with the rules and procedures established from time to time by Alimera for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.



     § 4     Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as
practicable after such exercise to the extent such delivery is then permissible under
applicable law or rule or regulation, and such delivery shall discharge Alimera of all of its
duties and responsibilities with respect to this Option.



2









 





     § 5     Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6     No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in service to Alimera or shall adversely affect
the right of Alimera to terminate Employee’s service with or without cause (as determined by the
Committee) at any time.



     § 7     Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8     Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9     Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10     Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11     References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.




3











 






ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Eighteen Thousand Eight Hundred
Eighty-Five (18,885) shares of Stock at an Option Price per share equal to $1.18 which grant shall
be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.
This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”.
This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in the Plan.




	 	 	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged:	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.	 	 
	 	 	 	 	 
	 	 	[Signature]
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:


September 11, 2009	 	 
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 







     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	4,721 of the shares of Stock which are subject to this Option
on August 25, 2010, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	14,164 of the shares of Stock which are subject to this Option
in twelve equal increments quarterly beginning on November 25, 2010 through
August 25, 2013 provided Employee remains continuously employed by Alimera
through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while there are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of





 









 







	 	 	 	Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.


 









 







     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 







ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Five Thousand Twenty-Eight (5,028)
shares of Stock at an Option Price per share equal to $1.18 which grant shall be subject to all of
the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been
made as of August 25, 2009 which shall be referred to as the “Grant Date”. This Option is intended
to satisfy the requirements of § 422 of the Code and thus is intended to be an ISO as that term is
defined in the Plan.




	 	 	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged:	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.	 	 
	 	 	 	 	 
	 	 	[Signature]
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:


September 11, 2009	 	 
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.


 









 







     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. General Rule. Subject to § 2(b) and § 2(c),
Employee’s right under this Option Certificate to exercise this Option shall vest with
respect to:






	 	(1)	 	1,257 of the shares of Stock which are subject to this Option
on August 25, 2010, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3,771 of the shares of Stock which are subject to this Option
in twelve equal increments quarterly beginning on November 25, 2010 through
August 25, 2013 provided Employee remains continuously employed by Alimera
through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while there are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of




 









 







	 	 	 	Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.


 









 







     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 







ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Sixty-One Thousand Nine Hundred
Sixty-Eight (61,968) shares of Stock at an Option Price per share equal to $1.18 which grant shall
be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.
This grant has been made as of August 25, 2009, which shall be referred to as the “Grant Date”.
This Option is intended to satisfy the requirements of § 422 of the Code and thus is intended to be
an ISO as that term is defined in the Plan.




	 	 	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged:	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.	 	 
	 	 	 	 	 
	 	 	[Signature]
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:


September 11, 2009	 	 
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.





 









 







     § 2. Vesting and Option Expiration.




	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	18,147 of the shares of Stock which are subject to this Option
vest upon the one year anniversary of the date upon which the Investor
Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase
Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory
Exercise Election, as defined in the Purchase Agreement, the Initial Vesting
Date, provided Employee remains continuously employed by Alimera through the
Initial Vesting Date;
	 
	 	(2)	 	2,990 of the shares of Stock which are subject to this Option
shall vest on the date three months from such Initial Vesting Date, provided
Employee remains continuously employed by Alimera through such date; and
	 
	 	(3)	 	40,831 of the shares of Stock which are subject to this Option
shall vest quarterly in nine equal increments beginning on the date twelve
months from the Initial Vesting Date, provided Employee remains continuously
employed by Alimera through the last day of each quarterly period.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while there are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under
§ 2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.





 









 














	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not include a right to exercise this Option to purchase a
fractional share of Stock. If Employee exercises this Option on any date when
this Option includes a fractional share of Stock, his or her exercise right
shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any
other fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



 









 









     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.



 









 








ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




NON-QUALIFIED INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard Eiswirth,
who shall be referred to as “Employee,” to purchase from Alimera Ten Thousand Six Hundred Twenty
(10,620) shares of Stock at an Option Price per share equal to $1.18, which grant shall be subject
to all of the terms and conditions set forth in this Option Certificate and in the Plan. This
grant has been made as of August 25, 2009 which shall be referred to as the “Grant Date.” This
Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO
as that term is defined in the Plan.




	 	 	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Acknowledged:	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.	 	 
	 	 	 	 	 
	 	 	[Signature]
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:


September 11, 2009	 	 
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1 Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.


 









 







     § 2 Vesting and Option Expiration.




	 	(a)	 	Subject to § 2(b) and § 2(c), Employee’s right under this
Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1,546 of the shares of Stock which are subject
to this Option vest on the date fifteen months from the date upon which
the Investor Majority, as defined in the Series C-1 Preferred Stock and
Warrant Purchase Agreement (the “Purchase Agreement”), deliver to the
Company a Mandatory Exercise Election, as defined in the Purchase
Agreement, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	9,074 of the shares of Stock which are subject
to this Option shall vest quarterly in two equal increments beginning
on the date three months from the Initial Vesting Date, provided
Employee remains continuously employed by Alimera through the last day
of each quarterly period.





Option Expiration Rules. Employee’s right to exercise all or any part of
this Option shall expire no later than the seventh anniversary of the Grant
Date.




	 	(b)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of Alimera, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any reference to Alimera shall include any
Affiliate, Parent or Subsidiary of Alimera.
	 
	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.





     § 3 Method of Exercise of Option. Employee may exercise this Option in whole or in
part only in accordance with the rules and procedures established from time to time by Alimera for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of these forms of payment.


 









 






     § 4 Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery shall discharge Alimera of all of its duties and responsibilities
with respect to this Option.



     § 5 Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6 No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in service to Alimera or shall adversely affect
the right of Alimera to terminate Employee’s service with or without cause (as determined by the
Committee) at any time.



     § 7 Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8 Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9 Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



     § 10 Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11 References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.